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An Act to provide for the security and use of electronic transactions, to implement the United Nations Convention on the Use of Electronic Communications in International Contracts adopted by the General Assembly of the United Nations on 23rd November 2005 and to provide for matters connected therewith.

[1st July 2010]

PART I

PRELIMINARY

Short title

1. This Act may be cited as the Electronic Transactions Act.

Interpretation

2.—(1) In this Act, unless the context otherwise requires —

“addressee”, in relation to an electronic communication, means a party who is intended by the originator to receive the electronic communication, but does not include a party acting as an intermediary with respect to that electronic communication;

“authorised officer”, in relation to the exercise of any power or performance of any duty under this Act, means a person to whom the exercise of that power or performance of that duty has been delegated under section 27;

“automated message system” means a computer program or an electronic or other automated means used to initiate an action or respond to data messages or performances in whole or in part, without review or intervention by a natural person each time an action is initiated or a response is generated by the program or electronic or other means;

“communication” includes any statement, declaration, demand, notice, request, offer or the acceptance of an offer, that the parties are required to make or choose to make in connection with the formation or performance of a contract;

“Controller” means the Controller appointed under section 27(1) and includes a Deputy or an Assistant Controller appointed under section 27(3);

“originator”, in relation to an electronic communication, means a party by whom, or on whose behalf, the electronic communication has been sent or generated prior to storage, if any, but does not include a party acting as an intermediary with respect to that electronic communication;

“public agency” means a department or ministry of the Government, an Organ of State or a public authority established by or under a public Act;

“record” means information that is inscribed, stored or otherwise fixed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

“rule of law” includes written law;

“secure electronic record” means an electronic record that is treated as a secure electronic record by virtue of section 17(1) or any other provision of this Act;

“secure electronic signature” means an electronic signature that is treated as a secure electronic signature by virtue of section 18 or any other provision of this Act;

“security procedure” means a procedure for the purpose of —

(a)

verifying that an electronic record is that of a specific person; or

(b)

detecting error or alteration in the communication, content or storage of an electronic record since a specific point in time,

which may require the use of algorithms or codes, identifying words or numbers, encryption, answerback or acknowledgment procedures, or similar security devices;

“signed” or “signature” and its grammatical variations means a method (electronic or otherwise) used to identify a person and to indicate the intention of that person in respect of the information contained in a record;

“specified security procedure” means a security procedure which is specified in the Second Schedule;

“specified security procedure provider” means a person involved in the provision of a specified security procedure.

(2) In this Act, “place of business”, in relation to a party, means —

(a)

any place where the party maintains a non-transitory establishment to pursue an economic activity other than the temporary provision of goods or services out of a specific location; or

(b)

if the party is a natural person and he does not have a place of business, the person’s habitual residence.

(3) For the purposes of subsection (2) —

(a)

if a party has indicated his place of business, the location indicated by him is presumed to be his place of business unless another party proves that the party making the indication does not have a place of business at that location;

(b)

if a party has not indicated a place of business and has more than one place of business, then the place of business is that which has the closest relationship to the relevant contract, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;

(c)

a location is not a place of business merely because that location is —

(i)

where equipment and technology supporting an information system used by a party in connection with the formation of a contract are located; or

(ii)

where the information system may be accessed by other parties; and

(d)

the sole fact that a party makes use of a domain name or an electronic mail address connected to a specific country does not create a presumption that its place of business is located in that country.

(4) Where an electronic communication does not relate to any contract, references to a contract in subsection (3) shall refer to the relevant transaction.

[ETA, ss. 2 and 18(4); UN, Art. 4, 6 and 9(3)(a); US, s. 106(2)]

Purposes and construction

3. This Act shall be construed consistently with what is commercially reasonable under the circumstances and to give effect to the following purposes:

(a)

to facilitate electronic communications by means of reliable electronic records;

(b)

to facilitate electronic commerce, to eliminate barriers to electronic commerce resulting from uncertainties over writing and signature requirements, and to promote the development of the legal and business infrastructure necessary to implement secure electronic commerce;

(c)

to facilitate electronic filing of documents with public agencies, and to promote efficient delivery by public agencies of services by means of reliable electronic records;

(d)

to minimise the incidence of forged electronic records, intentional and unintentional alteration of records, and fraud in electronic commerce and other electronic transactions;

(e)

to help to establish uniformity of rules, regulations and standards regarding the authentication and integrity of electronic records;

(f)

to promote public confidence in the integrity and reliability of electronic records and electronic commerce, and to foster the development of electronic commerce through the use of electronic signatures to lend authenticity and integrity to correspondence in any electronic medium; and

(g)

to implement the United Nations Convention on the Use of Electronic Communications in International Contracts adopted by the General Assembly of the United Nations on 23rd November 2005 and to make the law of Singapore on electronic transactions, whether or not involving parties whose places of business are in different States, consistent with the provisions of that Convention.

[ETA, s. 3]

Excluded matters

4.—(1) The provisions of this Act specified in the first column of the First Schedule shall not apply to any rule of law requiring writing or signatures in any of the matters specified in the second column of that Schedule.

(2) The Minister may, by order published in the Gazette, amend the First Schedule.

[ETA, s. 4]

Party autonomy

5.—(1) Nothing in Part II shall affect any rule of law or obligation requiring the agreement or consent of the parties as to the form of a communication or record, and (unless otherwise agreed or provided by a rule of law) such agreement or consent may be inferred from the conduct of the parties.

(2) Nothing in Part II shall prevent the parties to a contract or transaction from —

(a)

excluding the use of electronic records, electronic communications or electronic signatures in the contract or transaction by agreement; or

(b)

imposing additional requirements as to the form or authentication of the contract or transaction by agreement.

(3) Subject to any other rights or obligations of the parties to a contract or transaction, the parties may, by agreement —

(a)

exclude section 6, 11, 12, 13, 14, 15 or 16 from applying to the contract or transaction; or

(b)

derogate from or vary the effect of all or any of those provisions in respect of the contract or transaction.